Fwd: Comments on Prime Brokerage Agreement with B of A

Sara,

Please note on the attachment that there has been a change as to who the
Clearing Broker will be. Please confirm that this is acceptable.

Jason
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Subject: Comments on Prime Brokerage Agreement with B of A
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From: ltanner@simmonsco-intl.com
Date: Mon, 6 Nov 2000 10:17:21 -0600
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Jason, here are the comments from Banc of America Securities, our clearing
broker. We are the executing broker for the Morgan Stanley, Bear Stearns
and Goldman Sachs accounts belonging to Enron. If you have additional
comments or questions please feel free to contact me at (713)223-7899 or
Glen Baringtime at the number indicated below. I am also sending Sara
Shackleton a copy via fax.

1. Banc of America Securities LLC should be substituted in place of
Simmons
& Company International.

2. The requested changes at paragraph 2 are o.k. except we would like
insert 1 to be modified by the addition of the word "gross" between "the"
and "negligence".

3. The requested change at paragraph 4 is o.k.

4. At paragraph 5(b), we do not want to add the word "reasonably." In the
event of a disaffirmance by the prime broker, we do not want to get into a
discussion whether needed information is reasonable or not. The change at
the end of 5(b) is fine.

5. The change at paragraph 9 is fine.

6. At paragraph 11(ii), in place of insert 3 I would suggest inserting the
word "material" between "any" and "representation".

7. The other changes at paragraph 11 are fine.

8. The changes at paragraph 12 are fine.

9. We cannot agree to the changes at 14(a) and (b). Specifically, with
respect to the request to add "reasonable," we do not wish to subject our
margin requirements to a reasonableness standard. With respect to the
requirement that we provide notice, while we generally will endeavor to
give
notice where reasonably possible, we cannot change our procedures for one
account.

10. We also cannot agree to the change at 14©. A change to our interest
calculation method for our accounts will entail changes to our systems and
procedures such that it would be impractical for us to calculate interest
for one account in a contrary manner.

11. Insert 5 at paragraph 15 is fine.

12. Insert 6 at paragraph 16 is fine.

13. At insert 7 at paragraph 17, I do not understand the reference to the
Commodity Exchange Act and wonder if this should refer instead to the
Securities Exchange Act?

14. Insert 8 is too broad. We would not be able to clear and settle
trades
is we are prohibited from sharing information with any third party. Also,
my view is that the SEC's new privacy regulations provide effective
protection such that this provision is no longer necessary.

15. At paragraph 25, we would like to stay with the standard arbitration
provision as set out in the original document.

I can be reached at the numbers set forth below if you or your customer
have
any questions or comments concerning the above.

Glen Barrentine
Assistant General Counsel
NC1-007-20-01
704/386-9334 (voice)
704/386-9330 (fax)
glen.p.barrentine@bankofamerica.com